ben 10 the alien avenger
by darkboy18
Summary: Ben 10 has destroy Vilgax and his alliance but not before paying a heavy price for it, he felt like his world shattered, but he slowly got better, then he and a few others had been caught in a vortex that send them to another universe, will Ben abandon being a hero or will he redeem himself and continued to be a protector? dark toned, wiser Ben, mix of af,ua,ov and os and a harem
1. Chapter 1

Hey guys how's it going?

Here's a new cross over I hope you enjoy

More details will come later.

Enjoy

I don't own Ben 10 or the avengers they belong to their respective owners.

Chapter 1 a hero's world shattered

Ben Tennyson thought he would be ready for what comes at him, he has fought against criminals, alien invaders, warlords and even an inter-dimensional god but nothing would prepare for the one day it happens.

The day he fails and lose everything.

It happened 6 weeks ago when he receive an alert and he went into hero mode to miss out on a family meeting, but what he didn't know it was the last time he was going to see them alive.

It turned out that Vilgax tired of losing to Ben decided he was going to defeat him once and for all and he wasn't alone, he had form an alliance with Malware, Eon, dark-star and Albedo and they launched an all-out attack on Earth.

The plumbers and the military combine their forces and stood their ground, they managed to captured dark-star and send him to the null-void with the help of Charmcaster who has decided to help them out, Albedo tried to beat Ben but got his ass kicked and taken away to a jail designed for him. But Eon gave them a little trouble he used his time powers to kill a lot of people to draw Ben out even killed Will Harangue who called Eon a Ben clone which he so despised for being called like that and he blasted him with a powerful time blast that literally turned him to dust. Ben, Kevin, Gwen and Charmcaster arrived on the scene.

They use their speed to dodge Eon's attacks and it worked that is until Eon had enough and decided to channel all of his powers to kill Ben in one shot and fired, but he didn't count on Ben to turn into Feedback who then absorbed the attack and then send it right back at Eon with the twice the power and it did some really heavy damage on him his armor was rusted away including his helmet, leaving him in his pants. Eon enraged tried to fire another shot at Ben but he can't, Ben's attack made him in a way short circuited meaning he can't use his powers, pissed he charged at him only to tripped on Kevin's leg and fell to the ground, then Kevin slapped something on Eon's back and it was cloaked so Eon can't see it, then Gwen and Charmcaster combined their powers to send Eon back to his timeline with Kevin's surprise.

When Eon returned the device uncloaked to reveal a mini Chrono-sapien Time Bomb which detached from Eon and grew in size and then it exploded destroying Eon's timeline and taking him with it.

With Eon gone for good, the others can focused on the other attacks just then Ship came by in flight mode and he sounded very distressed and when Ben asked him "what happened?" Ship told them that Malware attack him and Julie and she was killed after she told him to escape to warn him. In that moment Ben was pissed and not like regularly pissed, he was 'the punisher' pissed.

Ben then told Gwen, Kevin and Charmcaster to go find Max and give him back up, Gwen wanted to stop him but Kevin grabbed her arm and shook his head telling her not to get in his way. After they left Ben used the Ultimatrix and changed into Feedback again and this time Malware was going to pay big time.

Ben searched for Malware until he found him at a power plant absorbing some electricity.

"You crossed the line Malware!" Feedback said in anger.

"So killing one person you care brings out your anger, interesting I wonder what if I killed your loved ones?" he said with a cruel chuckle.

With those words Malware just signed his life away as Feedback launched an attack on him.

Malware tried to counter with a charged up blast from his hand cannon but Feedback absorbed it and fired it back at him, then Feedback absorbed some power from the sub-stations to increase his powers and then fired one of the biggest energy blast that anyone has ever seen in a form a huge bright light that can be seen for miles after it died down, Malware was wobbling trying to balanced.

"No … it can't be … I'm been defeated, I need to extract my revenge, I need to-." But Malware was silenced forever as Ben went Diamondhead and stabbed Malware right in his techno-organic heart and he melted into a puddle and the red lights on him went out.

In other words he was dead.

After that was over he turn into Jetray and went to find the others. He flew in the sky looking for them when he heard a big explosion.

He flew to the source and what he found shocked him to his core.

His house was in pieces and on fire, Ben felt a dreadful feeling inside and it only increased when he saw something walking out of the fire it was Vilgax and in his hands were his mom and dad and aunt and uncle and the most shocking was Gwen and Kevin all lifeless.

Ben felt two things inside sadness and rage. Sadness for losing his best friend and family and rage because the monster in front of him took everything he hold precious.

Vilgax then let a loud cruel laugh as dropped the bodies and walked towards Ben. "Well, well, looks like I have took everything from you Ben Tennyson, my allies have took everything from you and looks like I have broken your spirit." "Any last words before I destroy this planet?" he said in a boastful voice.

What he didn't know he just sealed his fate, Ben was shaking in rage for what Vilgax did and now the restraints on his anger were removed, all hell breaks loose.

"I got some for you Vilgax, I'm not going to stop you, I'M GOING TO KILL YOU BASTARD!" Ben shouted with anger and venom in his voice.

"How are you going to do that?" said Vilgax.

"LIKE THIS!" said Ben as he turned the dial and slammed on the watch.

There was a flash of green light surrounding Ben and went it dyed down in Ben's place was a robotic humanoid, his body was green and white with some black, and he has large cylinders on his arms near his wrists that are full of a green energy with dark green bubble-like spheres, and these spheres constantly move on, he has the same energy on his Omnitrix-shaped chest. His mouth doesn't move when he talks and his head is a pointed, armored helmet and has the symbol on his belt.

"Atomix!" said Ben.

Vilgax was surprised by Ben's new alien and then boasted "Any alien you turned into won't help you, nothing you can do can stop-." Then he got a right hook punch from Atomix that sent him flying. He crashed landed in a field far from the city and Atomix flew to him and hovered he had a dark expression on his face.

He then spoke in a righteous voice but with anger laced in his words "Time to deliver a hammer of vengeance!"

He then began chanting for an attack, he then appeared behind Vilgax and finished chanting and then yelled out.

"NUCLEAR WINNER!"

Then there was a huge energy explosion followed by a huge flash of light, it dyed down to reveal a huge-ass crater and in the center was Vilgax burned, bruised and most of his armor and gear destroyed leaving his sword in the ground near Atomix who landed after using his attack and made a mental note to use that as a last resort. He hit the symbol on his belt and changed back into Ben who then walked slowly to his enemy and stopped a few feet from him.

"Ok Vilgax I'm going to give you two choices, one is that you surrender, the plumbers take you away, all of your powers are taken and your gears as well and you will be never be allowed to come after me or anyone again. Two you stay and face your fate." He said and left the threat hang in the air.

"This is the last time we see each other and if you choose to leave never cross my path again goodbye Vilgax." Said Ben as he walks away.

Vilgax had never been so humiliated one his greatest enemy had beaten him, two he was going to captured by the plumbers and three his enemy had the nerve to leave and he wasn't having it.

In split-second Vilgax grabbed his sword and leaped yelling "Ben Tennyson!" at him with the intent to kill.

Ben heard Vilgax and with a deep breath he turned the dial for an alien and hit it, not before saying "I warned you." And he changed into Heatblast.

Heatblast turned around and fired the biggest blast of fire anyone has ever seen and it engulfed Vilgax as screamed in pain.

"NOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO!" he yelled as he was being completely incinerated, when the fire ball dyed down Vilgax was completely burned like charcoal and then the wind blew him away in pieces.

Heatblast was catching his breath and saw that Vilgax was now dust and was being blown away to the winds and for the first time Heatblast realized what this means.

Vilgax was dead.

But then he went on his knees and the watch time-out and felt something wet on his cheeks, it was tears Ben felt like his world was shattered, he lost his best friend, cousin, his parents and aunt and uncle and his girlfriend and he felt pain within his heart and soul as he allowed his rage to take control and even though he won against his enemies it came at a heavy price.

He then heard a horn coming from behind him, it was the rust-bucket and out came his grandpa Max, Charmcaster, Ship and few other plumbers, when Max saw Ben he felt sadness for grandson and Ben ran up to him and hugged him and returned the gesture, Ship nuzzled his leg to comfort him and Charmcaster joined in the hug as well and everyone knew that Ben 10 won't be the same again for a long, long time.

About a week passed and the Earth was slowly patching itself up but in one place a service was being held.

In Bellwood there was a service held for Ben's family, everyone including the plumbers came to pay their respects and offered their condolences and hoped that Ben will get better.

The physical wounds are easy to fix, but the mental and emotional ones will take the longest to heal.

Ben was staying in his house after he used his aliens to fixed it up and needed to be alone for a while, Max respect his wishes and told Ben where he is at, when he wants to talk.

Charmcaster stayed with Ben and so did Ship, Ben asked Charmcaster why she helped him and she explained that she saw her dad again in her dreams and she told him that she didn't know what side to be on and then he told her to go with what's in her heart and she decided to help Ben out, after the invasion she returned back to her home and killed Adwaita when he tried to overthrow her and used his soul in another spell to bring back her dad which she left him to be in charge while she stayed on Earth, Ben then asked why did Gwen and Kevin tried to take on Vilgax without him and she explained after they helped Max they saw Vilgax's ship heading towards to Ben's place and Max got injured pretty bad so she stay behind to heal Max and they left with Ship to catch up to Vilgax, they ready to attack but Vilgax fired a shot at Ben's place and they try to intercept it but it moved faster and it hit its mark, Gwen and Kevin were shocked to see that Vilgax just murder both Ben's and hers families, filled with rage Gwen teleported herself and Kevin into Vilgax's ship and told Ship to head back, Ship didn't want to go but both of them were serious and they left and he went back. When Ship was about turn around and attack the ship exploded and he Gwen and Kevin fighting Vilgax as they were falling to the ground and crashed and in an instant Vilgax grabbed and crushed them killing them, but not before Kevin got in 1 last hit and took out Vilgax's left eye and uttered "Rot in hell."

Ben felt a bit better when he heard Kevin said that and knew that he and Gwen didn't go down without a fight, the wounds on his heart healed a little but its long journey before it's completely healed.

Ben forgive Charmcaster for the 6 years of fighting and he allowed her to stay, Azmuth came by a week later with Eunice to show Ben the new Omnitrix he has been working on for the last 7 years and wanted him to have it but Ben refused, this shocked everyone that the Ben 10 would refused a new watch, Azmuth asked why and Ben told him that after what happened, he felt he was unworthy of a new one and he told Azmuth to hold on to it until he redeemed himself and asked if he can give it to his grandpa as a way to safeguard it.

Azmuth was surprised by at what Ben said and he saw in his eyes of the horrors he went through and he heed Ben's choice and gave Max the new watch and Max said he'll hold on to it until Ben decided it's time.

While he was on Earth Azmuth began upgrading and fixing the Ultimatrix and unlocked some more aliens for Ben to turn into and gave it some new features and some security upgrades as well increased Ben's time in hero mode and ultimate mode and helped him upgraded his car with Eunice and Ben as Grey-matter and Upgrade. (I'll explain that later.)

After that Azmuth decided to stay for a while and help the plumbers on earth out.

2 weeks later Ben was starting to act like his old self again and helped out the people on Earth.

After he finished his latest save, he was called to plumber's HQ right away to meet someone and he did.

When he got there his grandfather introduce him to Rook Blonko his new partner, at first Ben was about to say no, but since he keeps getting into bad spots on his own he allow it and made a vow to himself to never underestimated his enemies again and learned to do teamwork.

He also learned that Charmcaster has decided to join the plumbers and used her powers to give them in a hand in magic business.

Ben felt like his world was slowly healing, but he was a bit wiser and mature.

3 weeks later Ben went to his family's grave and laid flowers for them, he told them that he's doing ok but he still misses them and hope that they are watching him, he left an hour later and was driving in his car when Max called him about an abnormal storm about 40 miles north of the city, he said that he was there in the rust-bucket with Rook, Charmcaster, Eunice and Azmuth.

Ben got serious and shift into turbo gear and drove to the site.

When he got there, there was howling winds, lightning and thunder and twisters.

Ben changed into Heatblast and was ready.

But what happened next changed everything.

Before anyone could do anything, the winds started picking up and a large gust blow all around them, they looked around and on high alert, Max got Azmuth inside the rust- bucket along with Eunice. Rook got into his ride and Ben and Charmcaster in Ben's car.

The winds started forming a vortex and then above was a huge bright light came out of nowhere and started blinding them they were forced to cover their eyes as the light grew brighter and brighter and then everything went dark and silent.

When the winds subsided Ben and his team were gone not only from Earth but also from this universe.

High above the planet was a ship and it fired up a portal it went in and vanished as it closed.

Ben's new adventure has just begun and if it's like his previous ones this one will be full of surprises.

To be continued

Well what do you think?

It's my first Ben 10 story and yes it's a crossover but who doesn't like to mix things up for fun?

I'll be combing Ben 10 UA and OS with Avengers EMH and with my own twists in it.

Yes Max has the new watch but it would be cool to see him used it.

As for Ben his wounds are slowly healing but he has long ways to go and being with the Avengers will help him.

One question will be asked will he still continued being a hero or will he abandoned the role?

Also Max will have the new Omnitrix until Ben said he's ready, to be honest I don't think anyone has seen Max use the watch since that alternate episode Gwen 10.

Also there will be chapters where Ben goes between his new home and old one with some old enemies to beat.

And there will be a small harem for Ben.

Another thing Ben will have access to the aliens like Atomix and feedback and others from Omni-verse

So take care

Remember R and R no flames

Until next time

This is darkboy18 logging out

later


	2. Chapter 2

Hey everyone

Here's chapter 2 of Ben the alien avenger

Enjoy

I don't own any of this

Chapter 2: a new world to explore

 **Timeline: 1 month before the break out**

Ben groaned as he was waking up after he and everyone was sucked up by the vortex and then got spit out from the other end, he woke up and then slowly trying to get up but his body felt like hell trying to even move, he slowly started to move around to get some energy flowing through his body, he then opened his eyes to find that he and the others were in a deep woods, and according to his watch they're near the Appalachian mountains in New York. He found Eunice, Rook and Charm-caster as he walked around in search of the others. Rook and the girls were ok only had bumps and bruises, they got into Rook's ride after it turns into a truck and they got in and drove off into the deeper woods, they move around carefully and kept an eye out for any surprises, about an hour passed as they look when suddenly they heard something shot into the air, they saw a red flare in the air glowing.

"Look! Someone shoot up a flare it must be Grandpa, step on it Rook!" shouted Ben.

Rook did that and put the petal to the metal as he sped up they went deeper and deeper until they came across the rust-bucket and a camping ground where Max and the others were and Max was eating his weird food again.

"It's them! Only my grandpa would eat some insect gumbo." Said Ben as they stopped.

Ben and the others got out and reunited with the others, after having some food and drink, Ben then asked Azmuth what is going on?

Azmuth: "According to my data young Ben, we're not in our universe."

"What do you mean by that?" asked Ben.

"Check this out." He said and show him the screen of what he found.

Azmuth connected to the internet and showed Ben a website for a newspaper called the Daily Bugle showing some recent news like one that show a red and gold looking robot called Iron-Man saving Paris from the Grey gargoyle and someone named Spiderman stopping someone called the rhino from robbing an armored car.

"So it's true then, we're in another universe because those people don't exist in ours and everything is different." Ben said with a somber tone.

Azmuth sensed that tone in Ben's voice and he can understand why, he then said "Don't worry Ben we'll figure something out but right now we need to find a place to set up as a temporary base so we can get Manny, Helen and Cooper patched up."

Ben then thought of a great idea he turned into Jetray and flew over the forest to find them a place, he looked around for 15 minutes and then he saw something and fired 3 laser shots to signal the others. They saw his signal and got their things and attached Ben's car to the rust-bucket and they drove off to Ben's location.

When they got there, Ben showed them a big mansion he found, it was 7 stories tall and it Azmuth did a scan of it and he said" this building has been abandoned since the mid 80's and looks like the place for us to hide."

Soon they placed their rides in the garage and got the injured to some rooms where they can healed properly, Rook and Max took turns in shifts to guard and Ben, CC and Eunice went to sleep.

Ben was sleep but he had CC and Eunice with him since they can sense his sadness still lingers within him, CC was on his right and Eunice on left all of them were sleeping to keep Ben comfy and what they didn't know that Ben is going have lots of lovers in the future while kicking evil ass.

Meanwhile above Earth a spaceship was in orbit of the planet the one onboard was doing some scans until he got something on his screens and smirked.

"Now my greatest prize in down there, time to set things in motion." He said as he moved down to earth and land it in the mountains where he cloaked it and began to make his plans.

To be continued

Well this ends this chapter

Sorry for making it short

But I do have other stories to deal with

The 3rd will be up sometime in October

So keep an eye out.

Also there is no lemon scene in this chapter

Well got to go

R and R no flames

Until next time

This is darkboy18 logging out


	3. Chapter 3

Hey there everyone

How's it going?

I hope you had a good thanksgiving.

Well here's a new chapter of the alien avenger

Enjoy

I don't own any of this

Chapter 3: a meeting from an enchantress part 1

 **Timeline: 3 weeks to break out**

It's been a week since Ben and the others arrived and it took a while to settle in. Ben used Diamondhead's powers to create some crystal to sell and get money for everyone, they used the cash to get food, supplies, weapons and new clothing.

Azmuth used a wormhole generator to bring more of his people and they were able to construct an underground plumber's base for everyone, includes some labs, med bays, training rooms, armory and many other things.

They also spruced up the mansion they were staying and gave it the modern touch.

Some of them stay and helped out.

As for Ben he went out for a drive, he needed to be by himself for a while.

Ever since coming to this world, Ben felt like his heartache increased and his sorrow flooded his mind.

The loss of his family, his best friend and girlfriend and being transported to another world has started to take his toll on him.

He soon arrived near a riverbank where the water was flowing and sat down on a stone seat.

He left green jacket with the number 10 on it in the trunk, it was a gift from his cousin and he couldn't wear it because he was not a hero anymore and he felt unworthy.

He then looked at the water contemplating of what to do next, one part of him wants to end the hero business and try to forget all of the horrible things that came with wearing the watch, but another part of him wants Ben to continue being the hero and honor the memories of his friends and family because giving up being a hero means they died for nothing and evil has truly won.

As Ben wrestles of the 2 choices in his mind, he heard someone coming to him and he looked up to see who it was.

Out from the bushes came a woman who was gorgeous. She had long blond hair, wearing a green crown, some green armor and a green dress that shows her hot body and black pants and green boots, green skirt, green eyes and wears pink lipstick.

Ben saw her and she made his heart thump, but he looked away when the memories of heartbreak came back.

"Why do you look away young man?" she asked.

"Because you are beautiful and I don't deserve to be loved." he said.

"How come?" She continued.

"Because I lost many loved ones including my girlfriend and she was beautiful and kind." he said sadly.

"I'm sorry for your loss, did you know who did it?" she asked.

"I did and for what they did I made them pay severely." he said with anger laced in his words that made Amora jumped a bit.

"Me and my friends were able to imprison some, but the others crossed the line and I took them out for good, then my swore enemy did something that cost him his life, he killed my cousin, my best friend and my mom and dad and aunt and uncle and I lost it and let my rage consume me." he yelled.

Then without thinking he turned into Chromastone and fired a huge blast of energy that destroyed 25 trees in one blast. Amora was surprised at Ben that he can turned into different creatures and then he turned back into human and let his emotions flooded out of him as he punched the ground as tears came from his eyes.

"After I killed my enemy my rage left and sorrow came and took its place as the loss of the ones I loved took its toll and the pain fill all of parts of my being." he said as he continued letting the wounds of his heart and soul out in the air.

"Then after all that, I was dragged along with my grandpa, my other friends and my mentor to this universe and I don't know what to do anymore." he said.

Amora for the first time in her life was stunned and speechless, for as long she can remember she had always been selfish and always thought for herself and desires to be with Thor and ruled Asgard and even began working with Loki to help him conquer the 9 realms. But her encounter with Ben somehow began to change that all of it. For the first time she slowly started to feel compassion, real compassion and her desires to be with Thor had begun to change as well.

Her thoughts and emotions were now in a flux because of Ben and now something new has formed inside her heart.

After Ben finished telling his story, he stopped crying and then spoke in a voice that sounded like it was from someone who was a shadow of his former self.

"Well are you going to end it?"

"What?" Said Amora.

"Look I know you have magic powers and based what I know you're strong and I fought against magic foes for a long time." he said.

"How did you know I wasn't human?" she said.

"I know a bit of magic myself and my cousin taught how to sense other magic users." he said.

"But why did you want me to end you?" she asked.

"Because I don't deserve to be a hero anymore, I lost the ones I loved, I let my anger take control and now I fell unworthy to be call one, so go ahead end my life." he said.

Amora sensed in Ben that it was despair that got a grip on him and she didn't know what to do.

She held her hand out and charged up an energy blast ready to kill him, but she didn't fire because she chose not to instead she used powers to bring Ben to her to do 2 things, one she slapped him across the face and calling him an idiot for letting his despair take over him, two she cast a spell that allow Ben to go to the spirit world in order for him to make peace for himself and others.

Soon Ben felt sleepy and passed out on the ground with Amora standing.

"Now to help him find peace." she said.

She then cast a couple of spells, one to shield herself and Ben from detection and two made a campsite and load Ben into a tent so he won't be disturb.

"I hope he can forgive himself and make a new path." she said as she kept watch.

Amora's feelings are slowly changing, her unrequited love for Thor are starting to go away and being replaced by these new feelings for Ben but she isn't sure if its love or not.

Ben's soul was sent to the spirit world and now he doesn't know where he is.

"Where am I?" he said.

"Hello Ben." came a voice.

"Who's there?" he said.

"Look behind you."

Ben turned around saw a version of himself, like an Upgrade version of himself.

"I am Omni."

"Why I are here am i dead?" he asked.

"No not yet, but if you allow to give up then you are." said Omni cryptically.

"Why am i here in this place?" he asked.

"To be tested to see if you can freed yourself from the pain that chains your soul and heart." said Omni.

"Tested?" said Ben.

"Yes 3 tests, if you passed both parts of you will heal and you live, fail your life ends right there." said Omni.

Ben was speechless.

"So do you accept?" Omni asked.

Ben was in turmoil at one point he wanted to end it all so he doesn't want to feel the pain anymore, but to redeem himself and maybe forgive himself, he has to try and if he knew if Gwen and Kevin were alive they kick his ass for giving up.

"I accept." said Ben.

"Very well, let the trials begin." said Omni.

Omni then channeled a lot of power and took himself and Ben to the first test to for his chances of being a new person.

The tests of Ben's soul begins now.

To be continued

This ends ch3.

Now before you ask I can explain why Ben was like that.

The loss of his friends and family has taken his toll on Ben and he wants to end his life so he can be freed from the pain, but if he did that it would mean that he had disgraced them, but thanks to Amora for slapping some sense to him, he won't do that anymore.

Now the tests for Ben, the reason I did that part because Ben needs to forgive himself and make peace, but some people have to go through these trials to get some closure and make a new path for the themselves.

The tests will be explained in the next chapter along with some surprises.

As for Omni Ben needs a guide for the tests he will face and he will face them on his own.

When he gets to the 3rd one he's in for a shock.

Ch5 will be the start of the breakout.

And don't worry Ben will live but he will be wiser and controlled.

Well that ends this chapter

I got to go

So R and R no flames

Until next time

This is darkboy18 logging out

Later


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